A. Thompson Bayliss
A. Thompson Bayliss
For more than twenty years, Tom Bayliss has litigated high-stakes matters of Delaware corporate and commercial law before the Delaware courts. In 2022, 2023 and 2024, Benchmark Litigation recognized Tom as one of the top 100 trial lawyers in America. Chambers USA respondents have described Tom as “a powerhouse in the Court of Chancery” and as “the best commercial and corporate governance litigator in Delaware.”
Education
- University Of Virginia School of Law, J.D.
- Winner of the William Minor Lile Moot Court Competition.
- Virginia Tax Review, Managing Editor.
- Yale University, B.A. History.
Representative Matters
- BitGo Holdings Inc. v. Galaxy Digital Holdings Ltd. (Del. 2024) (successful en banc appeal to revive a challenge to the termination of a $1.2 billion acquisition)
- Texas Pacific Land Corporation v. Horizon Kinetics LLC (Del. 2024) (successful defense of a trial victory enforcing a stockholder voting commitment)
- XRI Investment Holdings LLC v. Gregory A. Holifield (Del. 2023) (successful en banc appeal addressing the doctrine of incurable voidness under Delaware’s LLC Act)
- In re Baker Hughes Corp. (Del. Ch. 2023) (successful defense of a special litigation committee’s business judgments regarding a derivative suit challenging a $3.8 billion controller transaction)
- In re Aerojet Rocketdyne Holdings, Inc. (Del. Ch. 2022) (trial victory establishing corporate neutrality during a proxy contest between evenly split board factions)
- In re Boardwalk Pipeline Partners (Del. Ch. 2021) (trial victory resulting in the largest class action judgment in Court of Chancery history – later reversed by the Delaware Supreme Court)
Representative Publications
- “Corwin: Claim Extinguisher, Standard of Review Shifter or Both? The Debate Over Stockholder Voting And The Business Judgment Rule,” PLI Course Handbook (2016)
- “No Pay Provisions: The Forgotten Middle Ground In The Fee-Shifting Battle,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (June 1, 2015).
- “Buck-Passing Under 102(b)(7): The (Unanticipated?) Liability-Shifting Impact of Director Exculpation,” Insights (November 2014)
- “Caveat Emptor: Contractual Indemnification Provisions in Acquisition Agreements and Resulting Acquirer Risk for Unknown Actions of Target Fiduciaries,” The M & A Lawyer (April 2013).
- “Letting Information Sink In: An Analysis Of Delaware Cases Assessing The Time Necessary To Absorb Supplemental Disclosures,” PLI Course Handbook (2013).
- “Does Your Deal Lawyer Belong In the Witness Chair? Assessing Whether To Raise The Advice of Counsel Defense In M&A Litigation,” PLI Course Handbook (2012).
- “The Rise of ‘Strong Form’ Special Committees,” Insights (November 2011).
- “Delaware Chancery’s $1.3 Billion Damage Award: 19 Take-Aways,” Deal Lawyers (November/December 2011).
- “Frequently Asked Questions, Answers and More Questions about the Business Strategy Immunity,” PLI Course Handbook (2011).
- “Guidance on Fee Negotiations and Settlements,” Insights (September 2011).
- “The Implications of King v. VeriFone Holdings, Inc.,” Insights (April 2011).
- “How Process Flaws Can Rewrite Your Merger Agreement: Misconduct, Remedies and Del Monte,” Deal Lawyers (March/April 2011).
- “Delaware’s New Guidance: Appropriate Scope & Scale of Internal Investigations Involving Officers,” Corporate Governance Advisor(September/October 2010).
Professional Honors, Associations and Memberships
Delaware State Bar Association
Admissions
- Delaware
- United States District Court for the District of Delaware
- United States Court of Appeals for the Third Circuit
- United States Court of Appeals for the Federal Circuit
Outside Abrams & Bayliss
- Member, New Castle Sailing Club
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